PROFESSIONAL INDEMNITY INSURANCE

Transcription

1 PROFESSIONAL INDEMNITY INSURANCE PI ICA CIVIL AOC 0816 DEFINITIONS Titles and Headings in this Policy are descriptive only and are used solely for convenience of reference and shall not be deemed in any way to limit or affect the provisions to which they relate. Any words or expressions in the Policy which have a specific meaning appear in bold print and have the same meaning whenever they appear in the Policy (whether expressed in the singular or in the plural, male, female or neutral) unless expressly stated otherwise. Alternate means any individual practitioner, partnership, limited liability partnership or company who is acting in connection with the arrangements to cover the incapacity or death of a sole practitioner. Circumstance shall mean any circumstance, incident, occurrence, fact, matter, act, omission, state of affairs or event which is likely to give rise to a claim against the Insured or a claim by the Insured under the Policy. Computer system shall mean any computer, data processing equipment, media or part thereof, or system of data storage and retrieval, or communications system, network, protocol or part thereof, or any computer software (including but not limited to application software, operating systems, runtime environments or compilers), firmware or microcode, or any electronic documents utilised in the ownership, security and management of the Insured s electronic communications system, world-wide web site, internet site, intranet site, extranet site or web address(es). Damages shall mean monetary relief. Defence costs and expenses Shall mean all reasonable costs and expenses incurred, with the Insurer s prior written consent, in the investigation, defence and settlement of any claim first made against the Insured or of any Circumstance first notified during the Period of insurance. It does not include the Insured s own overhead costs and expenses. Documents shall mean digitised data, information recorded or stored in a format for use with a computer, microcode, deeds, wills, agreements, maps, plans, records, written or printed books, letters, certificates, written or printed documents or forms of any nature whatsoever (excluding any bearer bonds or coupons, bank or currency notes, share certificates, stamps or other negotiable paper). Employee is: a) any person employed by the Insured under a contract of service, training or apprenticeship; and b) any voluntary worker; and c) any locum, seasonal or temporary personnel; and d) any self-employed person, who is not an independent contractor; and e) any person supplied or remunerated through a contract hire company or agency, who is not an independent contractor but is employed by the contract hire company on a supply only basis, working as a member of the Insured s staff; but only if such person is working under the Insured s direction, control and supervision. 1

2 Excess is the first amount paid in respect of each claim or loss as stated in the Schedule provided always that the maximum amount payable by the Insured during the Period of insurance shall not exceed the maximum amount calculated in accordance with the relevant provisions of the Professional Indemnity Insurance Regulations of the Institute of Chartered Accountants in England and Wales/of Scotland/in Ireland as applicable in force at the date of inception or renewal of this Policy. The Excess is not payable in respect of Defence costs and expenses.the Indemnity limit is additional to the Excess. Extended Policy Period means the period starting from the day immediately following the expiration of the original Period of insurance and ending with the earliest to occur of: a) the date that the Insured obtains a replacement insurance policy that complies with the provisions of the Professional Indemnity Insurance regulations of the relevant Institute; being the Institute of Chartered Accountants in England and Wales the Institute of Chartered Accountants of Scotland or the Institute of Chartered Accountants in Ireland; or b) 30 days from receipt by the relevant Institute of written notice from the Insurer of the commencement of the Extended Policy Period. Financially associated person or entity shall mean: a) any business controlled or managed by the Insured or in which the Insured has an executive interest; b) any company in which the Insured directly or indirectly owns or controls more than 15% of the issued share capital; c) any person having an executive or managerial role in the Insured or who would be considered to be a shadow director (as defined in s.251 of the Insolvency Act 1986) of the Insured; d) any company that directly or indirectly owns or controls any of the issued share capital of the Insured or any of whose issued share capital is directly or indirectly owned or controlled by any other company or person who directly or indirectly owns or controls any of the issued share capital of the Insured. Indemnity limit shall mean the Insurer s total liability to pay Damages, losses and claimant s costs, and shall not exceed the sum(s) stated in the Schedule in respect of any one claim or loss or series of claims or losses arising out of one originating cause regardless of the number of persons claiming an indemnity from the Insurer under the terms of this Policy. Insured is any person or firm stated in the Schedule and includes: a) any current or previous partner, director, principal, Member or Employee of any firm or company stated in the schedule; and b) any other person who becomes a partner, director, principal, Member or Employee of the firm; c) any person who has been under a contract of service with a Member save that such person shall only be an Insured for the purpose of this Policy if and insofar as any claim or claims arise out of the Professional business carried on by such person for or on behalf of the Insured named in the schedule; d) the estates and/or legal representatives of any of those listed in sub-paragraphs (a), (b) or (c) above in the event of death, incapacity, insolvency or bankruptcy; e) any predecessor in business of the firm or company stated in the Schedule; f) any Alternate. Insurer means HCC International Insurance Company PLC. 2

3 Jurisdiction means the jurisdiction stated in the Schedule. Where no jurisdiction is stated in the schedule then the Jurisdiction shall be Worldwide but excluding the United States of America (including its territories and /or possessions) and Canada. Member means any member of a limited liability partnership including a designated member save that such a Member shall only be an Insured if and insofar as any claim or claims arise out of the Professional business carried on by the Member for or on behalf of the Insured. Ombudsman means any ombudsman to whose jurisdiction the Insured is subject by virtue of contract or law. Period of insurance is that as stated in the Schedule. Personal appointment is any individual appointment of a professional nature arising out of the ordinary professional activities of the Insured including, but only in relation to the performance of Services, any appointment as a director or officer of a company. Professional business is the business of the Insured as stated in the Schedule including the holding of any Personal appointment and authorised work as defined under the Probate Regulations of the Institute of Chartered Accountants in England and Wales and insurance mediation work as defined in the Designated Professional Body Handbook of the Institute of Chartered Accountants in England and Wales/of Scotland/in Ireland as applicable. Services shall mean, whilst holding the appointment of company secretary, registrar or director, all services performed or advice given by the Insured in connection with tax matters, secretarial work, share registration, financial advice to management, book-keeping, management accounting, financial investigation and reports, financial claims - their negotiation and settlement, company formations, investment advice, insurance and pension scheme advice and computer consultancy. INTERPRETATION If the Insured firm is regulated by the Association of Chartered Certified Accountants then any references to the Institute of Chartered Accountants shall be read as being a reference to the Association of Chartered Certified Accountants instead. INSURING CLAUSES In consideration of the premium having been paid to the Insurer, the Insured is indemnified as follows: 1. Indemnity Up to the Indemnity limit for claims first made against the Insured during the Period of insurance arising out of the ordinary course of the Professional business including claimant s costs in respect of: a) civil liability to pay Damages; b) the loss of or damage to Documents; c) (i) any amount paid and/or payable; and/or (ii) the cost of taking any steps which the Insured is directed to take in relation to a claimant in accordance with any final and binding award or determination of any Ombudsman. Nothing in this clause limits or restricts (or shall be construed as limiting or restricting) the scope of indemnity afforded by Insuring Clause 1 (a). 3

4 PROVIDED THAT if the Insured should suffer any loss or incur any liability of the type insured under this Policy by reason of the dishonest or fraudulent act or omission of any former or present partner, director, Member, Employee, consultant, sub-contractor or Alternate of the Insured, no indemnity shall be afforded hereunder in respect of such loss or liability to any person committing or condoning such dishonest or fraudulent act or omission and the sums payable hereunder shall be only for the balance of liability in excess of the amounts recoverable from the dishonest or fraudulent person or persons or their estates or legal representatives. 2. Legal defence costs and expenses The Insurer will pay in addition to any indemnity under Insuring Clauses 1(a), (b) and (c), all Defence costs and expenses provided that: a) if the amount paid or agreed to be paid by or on behalf of the Insured to dispose of a claim exceeds the Indemnity limit the Insurer will only be liable for that proportion of the Defence costs and expenses which the Indemnity limit bears to the amount paid or agreed to be paid; b) in the event that the Insurer elects to make a payment to the Insured pursuant to Notification and Claims Condition 3.2 then the Insurer shall have no liability to pay Defence costs and expenses incurred after the date upon which such payment is made. EXCLUSIONS The Insurer shall not be liable to indemnify the Insured against any claim or loss: 1. Employers liability arising directly or indirectly from bodily injury, sickness, disease, psychological injury, emotional distress, nervous shock or death sustained by any Employee arising out of or in the course of their employment by the Insured, or for any breach of any obligation owed by the Insured as an employer to any partner, principal, director, Member or Employee or applicant for employment; 2. Bodily injury/property damage for bodily injury, sickness, disease, psychological injury, emotional distress, nervous shock or death sustained by any person or any loss, damage or destruction of property (except where civer is provided under Insuring Clause 1(b)) unless such claim arises directly from actual or alleged breach of professional duty by the Insured; 3. Land buildings etc. arising directly or indirectly from the ownership, possession or use by or on behalf of the Insured of any land, buildings, aircraft, watercraft, vessel or mechanically propelled vehicle; 4. Dishonesty arising directly or indirectly from any dishonest, fraudulent, malicious or illegal act or omission committed by any person after discovery of reasonable cause for suspicion of fraud or dishonesty on the part of that person; 5. Contractual liability arising directly or indirectly from any breach or alleged breach of any contractual duty or duty of care owed or alleged to have been owed by the Insured to any third party but only to the extent that such duty is more onerous than any duty that would otherwise be implied by common law or statute; 6. Products arising out of or relating to goods or products sold, supplied, repaired, altered, manufactured, installed or maintained by the Insured or any related company, sub-contractor or other person acting on behalf of the Insured. The term goods or products shall include Packaged Software (meaning computer software produced by a third party and marketed for general distribution) but shall not apply to any other computer software or to any adaptation or amendment to Packaged Software; 4

5 7. Insolvency/bankruptcy of Insured arising out of or relating directly or indirectly to the insolvency, liquidation, receivership or bankruptcy of the Insured; 8. Seepage and pollution based upon, arising out of or relating directly or indirectly to, in consequence of or in any way involving seepage, pollution or contamination of any kind unless such claim emanates from actual or alleged breach of professional duty by the Insured; 9. Claims or Circumstances previously notified arising out of any claim or Circumstance or occurrence which has been notified under any other policy or certificate of insurance applying prior to the inception of this Policy; 10. Other insurance in respect of which the Insured is, or but for the existence of this Policy would be, entitled to indemnity under any other insurance except in respect of any excess beyond the amount which is payable under such other insurance; 11. Geographical limits in respect of work carried out outside the Geographical Limits stated in the Schedule; 12. Legal action in respect of an action for Damages: a) brought outside the Jurisdiction (including the enforcement within the Jurisdiction of a judgment or finding of another court or tribunal that is not within the Jurisdiction); b) in which it is contended that the governing law is outside the Jurisdiction; c) brought outside the Jurisdiction to enforce a judgment or finding of a court or other tribunal in any other jurisdiction; 13. Fines and penalties for penalties, fines, multiple, exemplary, liquidated or other non-compensatory Damages awarded other than in actions brought for libel, slander or defamation in so far as they are covered by this Policy provided that this clause shall not operate to exclude or limit the scope of indemnity provided by Insuring Clause 1 c); 14. Claims by financially associated persons or entities made against the Insured by any Financially associated person or entity whether alone or jointly with any other person or entity. However, this exclusion shall not apply to any claim brought against such Financially associated person or entity by an independent third party which would, but for this exclusion, be covered by this Policy; 15. Retroactive date made by or against or incurred by the Insured arising from any act or omission or originating cause that occurred prior to the Retroactive Date stated in the Schedule; 16. Radioactive contamination or explosive nuclear assemblies directly or indirectly caused by or contributed to by or arising from: a) ionising radiation or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel; or b) the radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof; 17. Excess for the amount of or less than the Excess. The Excess shall be deducted from each and every claim paid under this Policy; 18. War arising directly or indirectly out of, happening through or in consequence of, war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, 5

6 insurrection, military or usurped power or confiscation or nationalisation or requisition or destruction of or damage to property by or under the order of any government or public or local authority; 19. Terrorism arising directly or indirectly out of, happening through or in consequence of any act or acts of force or violence for political, religious or other ends directed towards the overthrowing or influencing of any government, or for the purpose of putting the public in fear by any person or persons acting alone or on behalf of or in connection with any organisation. In the event of any dispute as to whether or not this exclusion applies the Insured shall have the burden of proving that this exclusion does not apply; 20. Asbestos arising directly or indirectly out of or resulting from or in consequence of or in any way involving asbestos or any materials containing asbestos in whatever form or quantity; 21. Trading losses arising out of: a) any trading loss or trading liability incurred by any business managed or carried on by the Insured (including the loss of any client account or business) provided that this exclusion shall not apply to any claims made against the Insured for negligence in the normal course of their conduct of any receivership or procedures under the Insolvency Act 1986; b) loss caused by the Insured in consequence of a share or asset sale to any prospective purchaser, associated business, merger partner, joint venture partner or similar because of any misstatement or misrepresentation made by the Insured; c) the actual or alleged over-charging or improper receipt of fees by the Insured; 22. Patents Notwithstanding Insuring Clause 1, arising directly or indirectly from the infringement of any patent; 23. Insured against insured made by any person comprising the Insured against any other person comprising the Insured save for any claim made for reimbursement pursuant to General Condition 3 to this Policy; 24. Directors and officers made against any Insured in the capacity of director, company secretary or registrar of any company save in respect of performance (or non-performance) of Services; 25. Claims by insurance companies made against the Insured by any underwriter or insurance company arising out of the Insured s activities as their insurance agent unless the underwriter or insurance company has obtained a judgement in any court against the Insured notwithstanding anything to the contrary in Notification and Claims Conditions 1 and 2 to this Policy; 26. Investment warranties arising out of the giving of any express or implied warranty or guarantee relating to the financial return of any investment or portfolio of investments; 27. Obscenity arising directly or indirectly from any obscenity, blasphemy or pornographic material; 28. Libel, slander or defamation for libel, slander or defamation arising directly or indirectly from statements made or published by the Insured unless the Insured can demonstrate that it neither knew nor ought reasonably to have known that the statement was defamatory at the time that it was published; 6

7 29. Restricted recovery rights where the Insured s right of recovery from any third party in respect of that claim has been restricted by the terms of any contract entered into by the Insured; 30. Contractual remedies for any award of, or liability to pay, compensation or Damages where the Insured has assumed an obligation to pay compensation or Damages in excess of any amount that would otherwise be awarded under statute or common law; 31. Financial advice arising directly or indirectly from the provision by the Insured of any investment or financial advice or arrangements made by or on behalf of the Insured in respect of any finance, credit or leasing agreement; 32. Employee benefit schemes / stocks and shares arising directly or indirectly from the operation or administration of any pension or other employee benefit scheme or trust fund, or the sale or purchase or dealing in any stocks, shares or securities or the misuse of any information relating to them or the breach of any related legislation or regulation; 33. Competition, restraint of trade or anti-trust legislation or regulation arising directly or indirectly from the breach of any competition, restraint of trade or anti-trust legislation or regulation; 34. Official action or investigation arising from any official action or investigation by or decision or order of any public, local or government body or authority except to the extent covered by Insuring Clause 6 (Data protection defence costs); 35. Loss, damage or destruction of bearer bonds or coupons arising from the loss, damage or destruction of any bearer bonds, coupons, bank or currency notes, share certificates, stamps or other negotiable paper; 36. Deliberate acts arising directly or indirectly from any deliberate or reckless breach, act, omission or infringement committed, condoned or ignored by the Insured, except as covered under Insuring Clause 1 as a result of a dishonest fraudulent or malicious act or omission of any former or present Employee; 37. Utility provider arising out of the failure of the service provided by an internet service provider, any telecommunications provider or other utility provider. 38. Costs and expenses incurred without prior consent for costs and expenses incurred without the prior consent of the Insurer. 7

8 NOTIFICATION AND CLAIMS CONDITIONS 1. Claim/circumstance notification 1.1 The Insured shall inform the Insurer, in writing, as soon as reasonably practicable and in any event not later than 7 days after the end of the Period of insurance of:- a) any claim made against them; b) any notice of intention to make a claim against them; c) any Circumstance; d) the discovery of reasonable cause for suspicion of dishonesty or fraud. Such notice having been given as required in b), c) or d) above, any subsequent claim arising out of such notified matters shall be deemed to have been made during the Period of insurance; 1.2 shall not, in respect of any of the matters specified in 1.1a) to 1.1d) above, admit liability, make any offer for or settle any claim, or incur any costs or expenses in connection with any such claim or Circumstance, without the prior written consent of the Insurer; and 1.3 shall, as soon as practicable given the circumstances, give all such information and assistance as the Insurer may require and provide their full co-operation in the defence or settlement of any such claim. Every letter of claim, writ, summons or process and all documents relating thereto and any other written notification of claim shall be forwarded, unanswered, to the Insurer immediately they are received. The Insured shall at all times, in addition to their obligations set out above, afford such information to and co-operate with the Insurer to allow the Insurer to be able to comply with such relevant Practice Directions and Pre- Action Protocols as may be issued and approved from time to time by the Head of Civil Justice. 2. Notifications Any and all notifications of Circumstances and claims for an indemnity pursuant to the policy of insurance shall be notified to HCC International Insurance Company PLC by either (a) (b) telephone or (c) first class post. If by then such must be addressed to PI Claims and sent to mail@tmhcc.com If by telephone, please dial the following number and ask for a PI claims underwriter: Telephone- +44 (0) If by post: PI Claims HCC International Insurance Company PLC Fitzwilliam House, 10 St Mary Axe, London EC3A 8BF 3. Conduct of claims 3.1 Following notification under condition 1. above the Insurer shall be entitled at its own expense to take over and within its sole discretion to conduct in the name of the Insured the defence and settlement of any such claim. Nevertheless neither the Insured nor the Insurer shall be required to contest any legal proceedings unless a Queens Counsel (to be mutually agreed upon by the Insured and the Insurer) shall advise that such proceedings should be contested. 8

9 3.2 The Insurer may at any time in connection with any claim made, pay to the Insured the Indemnity limit (after deduction of any sums already paid) or any lesser sum for which, in the sole opinion of the Insurer, the claim can be settled and upon such payment being made the Insurer shall relinquish the conduct and control of and have no further liability in connection with the claim. For the avoidance of doubt the Insurer shall have no liability to pay Defence costs and expenses incurred after the date upon which any such payment is made SPECIAL CONDITIONS 1. Non Avoidance and Prejudice 1.1 The Insurer will not: (a) avoid this policy; (b) claim to be discharged from any or all liability to provide any indemnity (in whole or in part) under this policy; or (c) (subject to Special Conditions 1.3 and 2.1 below) seek to reduce the indemnity due under this policy on the grounds of a breach of the duty of fair presentation of the risk to the Insurer, provided always that such breach was free of any fraudulent conduct or intent to deceive. It shall be for the Insurer to establish that such breach resulted from any fraudulent conduct or intent to deceive. 1.2 Nothing in this policy shall be construed as a warranty. 1.3 In the event that any circumstance is notified to the Insurer and the Insured had knowledge prior to the Period of insurance of such Circumstance and the Insured should have notified it under any previous policy (whether with other insurers or not) the Insurer shall not seek to exclude any claim arising out of such Circumstance but the indemnity hereunder shall be limited to the indemnity which would have been available under the earliest such previous policy if such circumstance had been properly notified. 2. Non-Compliance Where the Insured s breach of or non-compliance with any condition of this policy has resulted in prejudice to the Insurer: (a) in the handling or settlement of any claim against the Insured; or (b) in the obtaining of reimbursement from any dishonest or fraudulent person as referred to in General Condition 3, the indemnity afforded hereunder (including liability for claimants costs) shall be reduced to such sum as in the Insurer s reasonable opinion would have been payable by them in the absence of such prejudice. 3. Extended Policy Period 3.1 The Period of insurance shall be extended by the Extended Policy Period where the Insured has not, prior to the expiration of the original Period of insurance, obtained insurance complying with the provisions of the Professional Indemnity Insurance regulations of the relevant Institute, being the Institute of Chartered Accountants in England and Wales, the Institute of Chartered Accountants of Scotland or the Institute of Chartered Accountants in Ireland, incepting on and with effect from the day immediately following the expiration of the original Period of insurance. This special condition shall not apply to policies of insurance issued by the Assigned Risks Pool. 9

10 GENERAL CONDITIONS 1. Policy construction and disputes Any phrase or word in this Policy and the Schedule will be interpreted in accordance with the laws of England and Wales. The Policy and the Schedule shall be read together as one contract and any word or expression to which a specific meaning has been attached in any part of this Policy or the Schedule shall bear such specific meaning wherever it may appear. The choice of law governing this Policy and of tribunal to determine any dispute shall be determined by reference to the location of the Insured. In the event that the Insured has offices in more than one jurisdiction then the choice of law and tribunal shall be determined by reference to the office most closely connected with the claim giving rise to any dispute. Accordingly English/Scottish/Irish Law (as may be appropriate) governs this Policy. In the event of any dispute arising between the Insured and the Insurer concerning this Policy, subject to General Condition 9 below, the parties submit to the courts of England and Wales/Scotland/Ireland (as may be appropriate) who shall have exclusive jurisdiction to determine any such dispute 2. Waiver of subrogation against employees The Insurer shall not exercise any right of subrogation against any former or present Employee, unless the Insurer shall have made a payment caused or contributed to by any act or omission of the Employee or former Employee which was dishonest, fraudulent or malicious or the Employee or former Employee conspired to commit or condoned any such dishonest, fraudulent or malicious act or omission. 3. Dishonest or fraudulent act or omission In the event of a loss or claim which involves the dishonest, fraudulent or malicious act or omission of any former or present partner, principal, director, Employee or Alternate of the Insured, the Insured shall, at the expense of the Insurer, take all reasonable action (including legal proceedings) to obtain reimbursement from such person concerned (and from any other person who may have conspired to commit or have condoned such act) or from the estate or legal representatives of such person(s). Any monies which but for such dishonest, fraudulent or malicious act or omission would be due to such person(s) from the Insured or any monies held by the Insured for such person(s) shall be deducted from any amount payable under this Policy. 4. Fraudulent claims If the Insured shall make a claim for indemnity under this policy knowing the same to be false or fraudulent as regards amount or otherwise, then, in respect of that Insured only: (a) The Insurer shall not be liable to pay the claim; (b) The Insurer may recover from the Insured making the false or fraudulent claim any sums paid by the Insurer in respect of the claim; and (c) The Insurer may by notice to the Insured treat the policy as having been terminated in respect of the Insured making the false or fraudulent claim with effect from the time of the fraudulent act. If the Insurer does treat the policy as having been terminated in respect of the Insured making the false or fraudulent claim: (a) The Insurer may refuse all liability to such Insured under the policy in respect of any claim or Circumstance notified after the time of the fraudulent act; and (b) The Insurer need not return any of the premiums paid under the policy in respect of the cover for the Insured making the false or fraudulent claim. Treating the policy as having been terminated under this clause in respect of an Insured making a false or fraudulent claim does not affect the rights and obligations of the parties to the policy with respect to a claim or Circumstance notified before the time of the fraudulent act. 10

11 The policy shall continue in full force and effect for the benefit of all other Insureds as if such false or fraudulent claim had not been made. 5. Contracts (Rights of Third Parties) Act 1999 The Insured and the Insurer are the only parties to this contract and no other person has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Policy but this does not affect any right or remedy of a third party which exists or is available apart from that Act. 6. Cancellation Subject to General Condition 4 this Policy may not be cancelled unless the Insured and Insurer agree mutually in writing to cancel the Policy In the event of such agreement, the Insurer shall within 7 days of the date upon which such agreement in writing is reached, write to: (a) the Insured at the address shown in the Schedule notifying the Insured that the Policy will be cancelled with effect from a date not less than 30 days after the date of such agreement; (b) the relevant Institute, being the Institute of Chartered Accountants in England and Wales the Institute of Chartered Accountants of Scotland or the Institute of Chartered Accountants in Ireland, notifying it of the agreement, the effective date of cancellation and the name of the Insured. 7. Invalidity If any provision of this Policy is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable this will not affect the other provisions of this Policy which will remain in full force and effect. 8. Notices Notice shall be deemed to be duly received in the course of post if sent by pre-paid letter post properly addressed to: a) in the case of the Insured, either to the Insured s last known address or the last known address of the Insured s broker. b) in the case of the Insurer, to HCC International Insurance Company PLC at Fitzwilliam House, 10 St Mary Axe, London EC3A 8BF. 9. Arbitration Save as provided in Notification and Claims Condition 3.1, any dispute or disagreement between the Insured and the Insurer arising out of or in connection with this Policy shall be referred to arbitration before a sole arbitrator (to be mutually agreed upon by the Insured and the Insurer or failing agreement to be appointed by the President of the Institute of Chartered Accountants in England and Wales/of Scotland/in Ireland as applicable) whose decision shall be final and binding on both parties. Furthermore, in the event of any dispute between any insurers concerning this insurance, such dispute shall be referred to arbitration before a sole arbitrator, to be mutually agreed upon or, failing agreement, to be appointed by the President for the time being of the Institute of Chartered Accountants (in England and Wales/of Scotland/in Ireland as applicable) whose decision shall be binding on both parties. 10. Difference in conditions In the event that there is any conflict between the terms and conditions of this Policy and those of the Approved Wording contained in any Prospectus for Approved Insurers or similar document issued by the Insured s relevant governing professional body then: a) those terms and conditions contained in the Approved Wording which are more favourable to the Insured shall take precedence over any terms and conditions contained in this Policy; and 11

12 b) the Indemnity limit shall be the lower of (a) the minimum limit of indemnity required to be provided by the Insured s relevant governing professional body or (b) the sum(s) stated in the Schedule. 11. Institution compensation fund If the Insured s relevant governing professional body (the Institute ) becomes subrogated to the Insured's rights under this Policy arising from its making a payment to a third party from the Institute s Compensation Fund, the Institute shall be deemed hereby to rank as a preferential creditor and its claim shall have priority over any other party who may also become subrogated to the Insured's rights hereunder. 12. Reasonable steps to avoid loss Without prejudice to the Notification and Claims Conditions in this Policy, the Insured shall take all reasonable steps to avoid or mitigate any loss, damage or liability that may result in any claim or Circumstance notifiable under this Policy. 13. International Sanctions The Insurer will not provide cover, be liable to pay any claim or provide any benefit if to do so would expose the Insurer (or any parent company, direct or indirect holding company of the Insurer) to any penalty or restriction (including extraterritorial penalties or restrictions so far as such do not contradict laws applicable to the Insurer), arising out of any trade and economic sanctions laws or regulations which are applicable to it. 14. Assignment This policy of insurance (including any benefits it provides) are not assignable to any third party without the express approval of the Insurer confirmed in writing by the Insurer. 15. Change of control In the event that the Insured merges into or consolidates with or sells all or substantially all of its assets or shares to a third party (whether a company, corporation or any other legal entity or person) or there is any acquisition of more than fifty percent (50%) of the voting share capital of the Insured by a third party (whether a company, corporation or any other legal entity or person) the Insured shall give written notice of such event prior to its execution. Upon receipt of such notice, the Insurers may at their absolute discretion agree to continuation of the policy of insurance, to be confirmed by way of a written endorsement to the policy. In the absence of such agreement and/or if notice is not forthcoming as required under this General Condition 15 Change of control, the cover provided by this policy of insurance shall cease with immediate effect at the date of the change of control. For the avoidance of doubt, the Insured shall not be entitled to an indemnity in respect of any claims made under this policy of insurance where notification of the claim occurs after a change in control (as referred to in this General Condition 15 Change of control) where the change of control was not reported to Insurers and approved in accordance with this General Condition Complaints We are dedicated to providing you with a high quality service and we want to ensure that we maintain this at all times If you feel that we have not offered you a first class service please write and tell us and we will do our best to resolve the problem If you have any questions or concerns about your policy or the handling of a claim you should in the first instance contact Compliance Officer Tokio Marine HCC International Group 1 Aldgate London EC3N 1RE The Financial Ombudsman Service (FOS) Should you be dissatisfied with the outcome of your complaint, you may have the right to refer your complaint to the Financial Ombudsman Service. The FOS is an independent service in the 12

13 UK for settling disputes between consumers and businesses providing financial services. Contacting the FOS does not affect your right to take legal action. The FOS s contact details are as follows: Financial Ombudsman Service Exchange Tower London E14 9SR complaint.info@financial-ombudsman.org.uk Telephone: +44 (0) Website: The European Commission Online Dispute Resolution Platform (ODR) If you were sold this product online or by other electronic means and within the European Union (EU) you may refer your complaint to the EU Online Dispute Resolution (ODR) platform. Upon receipt of your complaint the ODR will escalate your complaint to your local dispute resolution service this process is free and conducted entirely online. You can access the ODR platform on This platform will direct insurance complaints to the Financial Ombudsman Service. However, you may contact the FOS directly if you prefer, using the details as shown above. Data protection notice Please note that any information provided to us will be processed by us and our agents in compliance with the provisions of the Data Protection Act 1998, for the purpose of providing insurance and handling claims, if any, which may necessitate providing such information to third parties. We may also send the information in confidence for process to other companies acting on their instructions including those located outside the European Economic Area. 13

14 HCC 017 Higher Limits Warranty It is warranted that the Insured shall carry no insurance cover in excess of that provided hereunder. HCC 017

15 HCC 032 Premium Payment Clause The Insured undertakes that the premium will be paid in full to Insurers within 60 days of inception of this Policy (or, in respect of instalment premiums agreed by Insurers, when due). If the premium due under this Policy has not been so paid to Insurers by the 60th day from the inception of this Policy, (and, in respect of instalment premiums, by the date they are due), Insurers shall have the right to cancel this Policy by notifying the Insured via their broker in writing. In the event of cancellation, premium is due to Insurers on a pro rata basis for the period that Insurers are on risk but the full policy premium shall be payable to Insurers in the event of a loss or occurrence prior to the date of termination which gives rise to a valid claim under this Policy. It is agreed that Insurers shall give not less than 15 days prior notice of cancellation to the Insured via their broker. If premium due is paid in full to Insurers before the notice period expires, notice of cancellation shall automatically be revoked. If not, this Policy shall automatically terminate at the end of the notice period. If any provision of this clause is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of this clause which will remain in full force and effect. All other terms and conditions of this Policy remain unaltered. HCC 032

16 HCC 373 Disciplinary Investigation Costs The following is added to the Insuring clauses: 3. Disciplinary Investigation Costs Up to the Indemnity limit for defence costs and expenses incurred by the Insured with the Insurer s prior written and continuing consent in investigating and/or defending any and all disciplinary investigation(s) into the Insured by their professional body, providing the Insured first requests indemnity from the Insurer during the Period of insurance. All other terms and conditions of this Policy remain unaltered. HCC 373